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HomeMy WebLinkAboutLD Commodities NW Facilities Agreement for Confined Space/Standby SvcAGREEMENT FOR CONFINED SPACE STANDBY AND RESCUE SERVICES THIS AGREEMENT is entered into this 23 day of July__ , 2013 , between the City of Pasco, Washington, a municipal corporation, hereafter referred to as "Pasco ", and _L17_Commodities NW Facilities hereinafter referred to as "Recipient', or referred to collectively as the "Parties." WHEREAS, Pasco currently provides Confined Space Technical Rescue Services which has the knowledge and expertise to perform technical rescue services to Recipient; and WHEREAS, Recipient desires to utilize the services of Pasco's Technical Rescue Technicians to perform technical services at the Recipient's facility described above; and WHEREAS, this service is required by Federal and State law whenever a permit required confined space entry is made and; NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Purpose and Scone of Work: The purpose of this Agreement is to describe the terms and responsibilities of the Parties regarding the provision of technical confined space rescue services by Pasco's Technical Rescue Technicians at the Recipient's facilities described above. 2. Roles and Responsibilities: A. Each Party recognizes the inherent risks associated with a permit required confined space entry and Recipient accepts the limitations of the Technical Rescue Technicians and the timeframes associated with a rescue from a permit required confined space and shah not place unnecessary or unreasonable requests for performance nor either Party place barriers that would impede meeting the performance of either Party from accomplishing the purposes of this Agreement. B. Pasco shall supply the supervision, support, and equipment reasonably necessary for the Technical Rescue Technician's to perform the roles and responsibilities identified under the terms of this Agreement. C. The Recipient shall provide sufficient access for Pasco's personnel and equipment to any location wherein work is to be performed. Agreement for Confined Space Standby and Rescue Services - 1 D. Scheduled Work/ErneEggricv Work: Pasco's designated representative shall determine the extent of services required for all scheduled work, to include number of hours and technical rescue technicians required. The scope and estimated costs for all scheduled work shall be approved by both entities before such work commences. Advanced approval of scope and estimated cost is waived for all work performed as the result of an emergency. "Emergency work" is defined as work that must be performed as the result of an unforeseen set of circumstances that calls for immediate action. E. Pasco's Technical Rescue Technicians shall assess and determine the team availability to perform scheduled work requested by Recipient after taking into consideration Pasco's other service and obligations. F. Pasco shall accommodate unanticipated absences and sick leave as may occur from time to time. G. Pasco shall conduct at least one (1) training session and/or inspection at the Recipient's permit required confined spaces annually during the term of this Agreement. I Financial Provisions. In consideration of Pasoo's services provided above, the Recipient shall: A. Pay an annual sum of $ 4,100,00 per year during the term of this Agreement for annual training and /or inspections. This payment shall be paid in advance, on the date of execution of this Agreement, and pm the same date of each year thereafter during the term of this Agreement. 8. Recipient shall reimburse the Pasco at the fully burdened rate of pay for actual scheduled or emergency hours worked by Technical Rescue Technician's from Pasco. Pasco's Technical Rescue Technician's shall track hours worked for Recipient through the Pasco payroll system, and Pasco shall submit an invoice with supporting documentation for reimbursement of wages and any applicable reimbursable expenses. C. In the event any Pasco equipment is lost or damaged in the course of its services under this Agreement, Recipient shall reimburse Pasco its actual costs of repair or replacement of such equipment (except to the extent such loss or damage is due to the negligence or willful misconduct of Pasco) upon receipt from Pasco of a damaged/lost equipment inventory and a copy of the invoice for the repair or replacement of the equipment. Agreement for Confined Space Standby and Rescue Services - 2 D. Recipient shall make payment to Pasco for the services provided in this Agreement within thirty (34) days of invoiced by Pasco. 4. Performance - Pasco's Technical Rescue Technician shall at all times during the performance of this Agreement, perform services in a reasonable and professional manner consistent with the standards established by the Pasco Fire Department. 5. Indemnification. A. The Recipient shall defend, indemnify and hold harmless Pasco and its officers, agents, and employees, or any of them, from and against any all claims, actions suits, liability, loss, costs, expenses and damages of any nature whatsoever which are caused by or result from a negligent act or omission of the Recipient, its officers, agents, and employees in performing services pursuant to this Agreement except those claims resulting from the sole negligence of Pasco. B. Pasco shall defend, indemnify and hold harmless the Recipients and its officers, agents, and employees, or any of them, from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever which are caused by or result from a negligent act or omission of Pasco, its officers, agents and employees in performing services pursuant to this Agreement except those claims resulting from the sole negligence of the Recipient. C. In the event that a claim or lawsuit is brought against a Party or its employee(s) for actions arising out of this Agreement, such Party shall promptly notify the other Party that said claim or lawsuit has been filed or commenced. D. The Parties to this Agreement and their respective legal counsel shall, to the extent reasonably possible and consistent with the best interests of their respective clients, cooperate with the defense of any lawsuit arising out of this Agreement; provided this cooperation does not require the Parties to share any out -of- pocket litigation costs. Said costs will be the responsibility of the Party obligated to defend any such lawsuit. E. Upon request, each Party shall share with the other the terms of their respective liability insurance policies to allow for coordination of coverage. The consent of any liability insurance carrier or self - insured pool or organization is not required to make this Agreement effective between the Parties, and the failure of any insurance carrier or self- insured pooling Agreement for confined Space Standby and Rescue Services - 3 organization to agree or fallow the terms of this Agreement on liability allocation shall not relieve either Parry from its obligations under this Agreement. F. Except for liabilities and claims related to the actions and inactions of employees as set forth above, all other rights, duties, and obligations with respect to any particular employee shall remain with the Party contributing that employee. Additionally, each party shall be responsible for compliance with the provisions of any applicable collective bargaining agreements and civil service rules and regulations. Nothing in this Section shall be interpreted to waive any defense arising out of RCW Title 51. 6. Insurance. A. During the term of this Agreement, Recipient shall maintain general comprehensive and premises liability insurance coverage of not less than $1,000,000.00, and shall maintain such insurance on its equipment and premises that may be utilized in the performance of this Agreement. B. During the term of this Agreement, Pasco shall maintain general comprehensive insurance as available through its insurance pool regarding the performance of Pascds services under this Agreement, and the equipment utilized in performing such services. 7. Maintenance of EaupmenY. Each party shall be responsible for the maintenance, repair and upkeep of any equipment or premises used in the performance of the services under this Agreement. The availability of any specific equipment is dependent on many factors and this Agreement will not the party to provide that equipment if the application of that equipment, in circumstances of the services provided under this Agreement causes an undue risk to the safety or operation of any party. 8. Duration: This Agreement shall commence on the day and year first written above for a term of one (1) year. This Agreement shall automatically be renewed on an annual basis thereafter. Either party, however, shall have the right to terminate this Agreement with our without cause upon a sixty (60) day advance written notice. 9. Dispute Resolution: This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. Agreement for Confined Space Standby and Rescue Services - 4 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the parties shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved . by agreement of the parties, with or without the assistance of a mediator, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 10. Notice: For any notices required under the terms be made by personal service, certified mail, A. City of Pasco Attn: Pasco Fire Chief 525 North 3rd Pasco WA 99301 gearb@pasco- wa.gov of this Agreement, notice shall or electronic transmission to: LD Commodities B. Recipient LD Commodities NW Facilities ot is us, a. 99335 Address: 5252 Burr Canyon RD Pasco We. 99301 Telephone: (509) 282 -3419 City /State: - �ssFe, -Wa Email: _d12n.mcken7.ie(aldrnm_rnm IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and yearf tst above written. City of 0 Manager Agreement for Confined Space Standby and Rescue Services - 5 Recipient By: _ Tr Vrp - g